Willow and Tara are walking on campus during the day.  Tara says she is thinking about getting a cat and asks Willow how she would feel about having one.  Willow responds that she's more of dog person, but agrees to the idea.  Tara tells Willow she wants her room to be "Willow-friendly."  Smiling, they continue walking together, holding hands.

At Giles', a "Scooby meeting" is being held.  Buffy says that she hasn't been getting many kills, things have been rather slow.  While Willow explains it to Tara (who doesn't really seem to need the explanation), Riley comments that the Initiative has been very busy fighting demons and have a high capture rate.  The gang concludes that it has something to do with Adam.  As the meeting ends, Anya makes one of her usual snarky remarks on the boredom and Giles begins to admonish her, but is interrupted as everyone looks towards the door with shock- Oz is there.

Willow is especially shocked and Tara, realizing who Oz is, just looks down.  Xander greets Oz, commenting on his lack of communication and Buffy asks if he's back to stay or just passing through.  Before he can answer, Giles comments that Oz probably doesn't want to have a million questions right away and offers him some tea.  Oz declines, saying he needs to talk to Devon about a place to stay, but asks Willow if they can talk later that night.  Willow agrees to meet him at her place in the evening and Oz leaves, saying how happy he is to be back.  Everyone is still in shock, most of all Willow, and as Buffy tries to check on her friend, Tara makes an excuse and leaves uncomfortably.  Willow looks even more miserable.

As Buffy and Riley are patrolling that night, Riley asks Buffy about Oz and his break-up with Willow.  A demon pops out of nowhere, but is taken down quickly by the pair and Riley calls it in to the Initiative.  Buffy continues to tell him about Willow and Oz, casually mentioning that Oz is a werewolf.  Riley stops her, shocked, and comments that he never thought Willow was into "dangerous" guys.  Buffy retorts that Oz isn't dangerous and calls Riley a bigot, obviously taking his comments personally.  She ends the conversation and they continue their patrol.

Oz arrives at Willow's room and takes her outdoors, saying he has a surprise.  As Willow starts to tell him that she feels weird with the situation, Oz points to the moon- it's full.  Willow is astonished and overjoyed for Oz and they hug, but Willow quickly moves back uncomfortably.  Oz tells Willow that Xander confirmed for him that she didn't have a new guy and he tells her he is different now and can be what Willow needs.  In other words, he wants her back.

Meanwhile, Graham and two other Initiative soldiers are on patrol.  They are attacked by two large and hairy beasts that look remarkably like werewolves.  Two of the soldiers are beaten and torn up badly, while Graham is thrown off to the side and knocked unconscious.

Willow and Oz are sitting on Willow's bed, and the sun is shining through the window.  Oz tells Willow about his travels and his trip to Tibet where he learned meditation to keep his "inner cool" and tells her he also uses herbs and charms to help curb his wolf nature.  Willow comments on how hard it was for her to deal with his departure and tells him she has changed since he left.  Realizing they spent the whole night talking, Oz asks if they can sleep awhile together, but Willow prefers to go to breakfast and heads to the bathroom to refresh herself before they leave.  Tara shows up, looking for Willow, and Oz answers the door, recognizing Tara from the day before at Giles'.  He asks her to come in and wait for Willow, but Tara declines and hastily leaves.  A puzzled Oz tells Willow about Tara's visit when she comes back from the bathroom.

Buffy and Riley awake in Riley's room to his alarm clock.  Buffy is still angry with Riley and makes snide remarks while he goes through his morning routine.  Riley asks her what's wrong and guesses that she is still angry over his comments about Willow and Oz from the night before.  Buffy explains to him that not all demons (specifically vampires) are evil.  Riley asks her to "name one" but before Buffy can answer, Forrest bursts in and tells Riley the Beta team was hit badly and that one soldier died, though Graham is okay.  Buffy asks what kind of demon attacked them and Riley snaps back, "Does it matter?" as he leaves with Forrest.

Willow is in her room when Buffy returns and inquires about Oz.  Willow tells her they were together all night and informs Buffy of Oz's cure.  Buffy is surprised that Willow is not overjoyed with the news and Willow says it's complicated, because of Tara.  Buffy misunderstands at first, then realizes that Willow is telling her she loves Tara.  Buffy is extremely uncomfortable at first, but then tells Willow truthfully that she is glad to know and that Willow should be honest with Oz and Tara to avoid causing more hurt than necessary.

Spike is sleeping in his crypt when Adam shows up, asking Spike to come with him.  Spike realizes who he is and wants to know why he should help Adam with his problem.  Adam replies that he will help with Spike's problem in return.

Willow goes to see Tara and explains that nothing happened between her and Oz, and Tara replies that she will always be Willow's friend, no matter what.  Tara tells Willow that she knows what Oz means to her, but Willow tells her things have changed and that Tara is a big part of her life now.  Willow begins to cry and Tara touches her face lovingly, telling her to do what makes her happy.  They hold each other as Willow continues to cry.

Oz is reading the bulletin board in the hallway at the college and smells Willow, but as he turns to greet her, it's Tara walking by.  Oz goes to talk to her and Tara is obviously very nervous and uncomfortable.  As Oz is telling Tara that he's planning to return to school, he realizes that Tara has Willow's scent all over her. Tara mumbles that she can't talk and tries to leave, but Oz grabs her and asks if she and Willow are involved, saying that Willow never mentioned it to him.  Tara still tries to get away, but Oz becomes even more angry and asks if Willow is in love with her.  He begins to wolf out and tells Tara to run.

In full werewolf mode, Oz chases Tara into a lecture hall and is about to attack her when the Initiative soldiers show up and shoot him with a tranquilizer.  Riley and Forrest are there and they believe Oz is one of the creatures that attacked Graham and his team.  They put Oz in a bag and start to take him away, while Tara tries to tell them who the werewolf is.  Forrest ignores her comments though and tells Tara she is in shock.  The Initiative leaves with a captured Oz.

Back in Spike's crypt, Spike tells Adam he likes his plan and Adam says that total human annihilation won't help with his plan- casualties are needed on both sides.  Adam wants Spike to help him with the Slayer because she will be a leader for the humans.  Spike replies that the Slayer has a tendency to win but he wants his problem solved, so he agrees to help Adam- in return for the removal of his chip.

Tara finds Willow in the library and tells her that Oz wolfed out, even though it's daytime.  Tara says the commandos captured Oz and took him away and she is afraid they might hurt him.  Willow quickly leaves to find Buffy.

At Giles', Buffy tries to contact Riley as Willow tells the others what happened to Oz.  Riley doesn't answer Buffy's pages so she and the gang decide to form a plan to break Oz out.

Oz is being held in a cage in the Initiative lab, still in wolf form.  Riley and Forrest ask a doctor if Oz is what attacked Graham and the others, but the doctor tells them that even though Oz matches the description, they have to wait for DNA results to confirm the match.  Riley tells the doctor he doesn't need a DNA test to know that "this thing's a killer" and he aims his gun at Oz, preparing to shoot.  Just then, Oz morphs back into human form and Riley, shocked, stops and lowers his gun as he recognizes Oz.

The doctors have Oz laid out on a gurney and want to run tests on him, and Riley demands that they leave him alone, but he is dragged away.  The doctors give Oz electrical shocks and he transforms into a werewolf again.  They realize that the transformation is related to negative stimulation.

Buffy, still at Giles', begins to worry because Riley still hasn't answered her pages and decides that she and Xander will break into the Initiative and get Oz out.  Willow insists on coming with them, despite Buffy's objections, and Giles and Anya are left to take care of hacking into the city power system to shut it down with Willow's directions.  As Willow, Xander and Buffy are preparing to leave, Spike arrives and says he can show them the back way into the Initiative.  No one believes him at first, but he tells them that he wants to get the Initiative, and the four of them leave together.

Oz is huddled in the corner of a cell, naked and bruised, looking in very poor condition when Riley arrives with clothes for Oz and leads Oz out of the cell , planning to break him out.  Unfortunately, they are caught by Forrest and the other soldiers.

Riley is taken to the brig where Colonel McNamara, head of the Initiative, comes to see him.  He tells Riley he read his record and informs him that Riley's service was exemplary until he hooked up with Buffy.  Riley is told he will be court martialed for his abuse of command and betrayal of the Initiative and he will be labeled a traitor, unless he helps the Initiative get a hold of the Slayer.  McNamara leaves, telling Riley that "no woman is worth that."

Spike leads Buffy and the gang to the Initiative's back entrance.  Elsewhere, Adam is hooked into a computer and unlocks the door for Spike, who pretends the door was open the whole time.

Giles and Anya tap into the city's power and as they enter the code Willow gave them, the electricity for Sunnydale shuts down, including the Initiative.  Adam is breaking into the system too and seems to be working simultaneously to shut down the power.

Buffy and the others break into the Colonel's room and tell McNamara to take them "to him."  The Colonel, thinking they mean Riley, tells them he is being court martialed.  Buffy realizes Riley tried to help Oz escape and goes to break Riley out.  As they are leaving the brig, Riley tells Buffy that this means he can't return to the Initiative.  With the Colonel, the gang goes to get Oz, but the Initiative soldiers arrive with guns.  Buffy holds a crossbow to McNamara's head and threatens to kill him if the gang doesn't get their way.  Oz is released from the cell and Willow starts to go to him, but he tells her to stay back as his hand begins to transform to wolf form.  Riley helps him walk and they leave through the elevator with the Colonel.  After the elevator stops, Riley breaks the controls and the Colonel tells him he's a dead man.  Riley responds that he's an anarchist and punches McNamara.

Buffy and Riley go to hide out at Sunnydale High School from the Initiative, as the rest of the gang has split up to keep a low profile.  Riley apologizes for being bigoted towards Oz, and Buffy says she has stuff to tell him about her past (meaning Angel)- stuff he won't like.  Riley replies that Buffy can tell him anything.

Oz and Willow are sitting in his van and Oz tells Willow he hasn't changed, but Willow reassures him that he has.  Oz comments on the irony of her being the one thing that brings the wolf out and Willow tells him she is at fault for upsetting him.  Oz tells her it's okay because she won't do it again and asks Willow if she's happy.  She responds that she is and Oz realizes that he was stupid to think she'd be waiting, but Willow tells him a part of her always will be.  Oz says he is taking off again and Willow asks when, to which he replies, "pretty much now."  They hug and part ways.

The city's power is still out when Willow arrives at Tara's, holding a candle.  Tara is sitting in the dark, alone, and when Willow comes in, she thinks Willow has decided to be with Oz and has come to say goodbye.  But Willow tells Tara she is with the person she loves and apologizes for everything she put Tara through, telling her she will start making up for it "right now."  Tara blows out the candle.